RESIMAC GROUP LTD — Annual Report 2017

Aug 27, 2017

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HOMELOANS LIMITED

Appendix 4E (rule 4.3A)

Preliminary final report for the year ended 30 June 2017

ABN: 55 095 034 003 ASX CODE: HOM

HOMELOANS LIMITED AND ITS CONTROLLED ENTITIES

APPENDIX 4E (Rule 4.3A)

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2017

RESULTS FOR ANNOUNCEMENT TO THE MARKET

(All comparisons to year ended 30 June 2016) Revenue from ordinary activities Profit from ordinary activities after tax attributable to members Net comprehensive income for the period attributable to members	$’000 Up/ down Movement from FY161 %
	315,279 up 25% 15,780 up 21% 12,586 unchanged 0%

• 1 The results for the:

• financial year ended 30 June 2017 reflect RESIMAC Limited (RESIMAC) only for the period 1 July 2016 to 12 October 2016 and the newly formed combined Homeloans Group results of RESIMAC, as well as Homeloans Limited (Homeloans) for the period 13 October 2016 to 30 June 2017; and

• comparative period for the year ended 30 June 2016 reflect RESIMAC only.

Refer to note 7 for more detail.

DIVIDENDS Interim dividend Final dividend Total FY17 dividend _Previous corresponding period:_1 Interim dividend Final dividend Total FY16 dividend	Amount per share (cents) Franked amount per security (cents)
	0.75 0.75
	0.75 0.75
	1.50 1.50
	2.0 2.0 2.0 2.0
	4.0 4.0

1 Relates to dividends paid to Homeloans shareholders in the periods prior to the merger.

Record date for determining entitlements to the dividend 20 September 2017 Date the final dividend is payable 5 October 2017

Dividend Reinvestment Plan

The Company’s Dividend Reinvestment Plan (DRP) will apply to the final dividend payment. The allocation price for shares under the DRP will be calculated at the average of the daily volume weighted average price of Homeloans ordinary shares traded on the ASX over the 6 day trading period comprising the 5 trading days before the record date and the record date. The shares will be issued at a discount of 2.5%. Dividend election notices will be posted out to shareholders on 31 August 2017.

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 2

HOMELOANS LIMITED AND ITS CONTROLLED ENTITIES

APPENDIX 4E (Rule 4.3A)

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2017

1) Previous corresponding period

The previous corresponding period is the year ended 30 June 2016 and reflects RESIMAC Limited (RESIMAC) only for that period.

2) Net tangible assets per security

Net tangible assets per security is $0.30 (FY16: $0.28).

3) Explanation of results

This information should be read in conjunction with any public announcements made in the period by the Group in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the ASX Listing Rules.

The information provided in this report contains all the information required by ASX Listing Rule 4.3A.

Normalised earnings

To reflect the Group’s normalised earnings the net profit after tax (NPAT) has been adjusted to separate:

• the acquisition and restructure costs of the merger;

• other merger related tax adjustments; and

• the one off sale of 60% of the company holding in the Finsure Group.

 the one off sale of 60% of the company holding in the Finsure Group.	 the one off sale of 60% of the company holding in the Finsure Group.
Statutory NPAT Acquisition and restructure costs Tax effect and other merger related tax adjustments Profit on sale of investment Normalised NPAT

4) Details of entities over which control has been gained or lost during the year

On 13 October 2016, Homeloans acquired 100% of the shares in RESIMAC.

Refer to note 7 for more detail.

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 3

HOMELOANS LIMITED AND ITS CONTROLLED ENTITIES

APPENDIX 4E (Rule 4.3A)

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2017

5) Details of associates and joint venture entities

The company has an investment in the following associates:

Name of associate	Principal activity	Percentage holding (%)
Finsure Holding Pty Limited	Mortgage brokerage	28

On 27 April 2017, the Company reduced its ownership interest in Finsure Holding Pty Ltd from 50% to 28%.

Subsequently, this investment has been reclassified from a joint venture to an investment in an associate.

During the year, the Company partially disposed of its 50% ownership interest in the following joint ventures:

• Finsure Wealth Pty Ltd;

• Finsure Domain Names Pty Ltd; and

• 1300 Homeloans Holdings Pty Ltd.

6) Set of accounting standards used for foreign entities in compiling this report

For the foreign entities of the company, International Financial Reporting Standards (IFRS) are used.

7) Any other significant information

There was no other significant information to disclose at 30 June 2017.

Subsequent event

Subsequent to balance sheet date Homeloans entered into an agreement to purchase the minority shareholdings of 12% of the fully paid ordinary shares in Paywise Pty Limited (Paywise). This will result in Paywise becoming a wholly owned subsidiary. The transaction has not been reflected in the 30 June 2017 accounts.

8) Audit

This report is based on the financial report which is in the process of being audited by Deloitte Touche Tohmatsu.

9) Commentary on results for the year

Commentary on results for the year is contained the press release dated 28 August 2017 accompanying this statement.

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Robert Scott

Chairman and Non-executive Director

28 August 2017

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 4

HOMELOANS LIMITED AND ITS CONTROLLED ENTITIES

APPENDIX 4E (Rule 4.3A)

PRELIMINARY FINAL REPORT FOR THE YEAR ENDED 30 JUNE 2017

Contents

Financial statements

Consolidated statement of profit or loss and other comprehensive income	Page 6
Consolidated statement of financial position	Page 8
Consolidated statement of changes in equity	Page 9
Consolidated statement of cash flows	Page 10

Notes to the financial statements

Segment information Page 11
Key numbers
1. Income Page 13
2. Expenses Page 14
3. Cash and cash equivalents Page 15
4. Loans and advances Page 15
5. Interest-bearing liabilities Page 15
Capital
6. Earnings per share Page 16
Group structure
7. Acquisition of subsidiary Page 17

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 5

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017

	FY17	FY16
Note	$’000	$’000
Interest income 1 Interest expense 2 Net interest income Fee and commission income 1 Fee and commission expense 2 Other income 1 Employee benefits expense 2 Other expenses 2 Loan impairment expense 2 Share ofprofit fromjoint ventures 1 Profit before tax Income tax expense PROFIT AFTER TAX 6 Attributable to: Owners of the parent Non-controllinginterest		241,158 (171,771)
	278,830
	(196,288)
	82,542	69,387 9,276 (13,847) 1,530 (28,293) (20,139) (2,153) 742
	32,084
	(31,096)
	4,365
	(36,677)
	(26,862)
	(1,334)
	-
	23,022	16,503 (3,455)
	(7,242)
	15,780	13,048
		13,041 7
	15,768
	12
	15,780	13,048

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 6

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2017

	FY17	FY16
Note	$’000	$’000
PROFIT AFTER TAX Other comprehensive income, net of income tax Items that will not be reclassified subsequently to profit or loss: Reversal of prior year reserve on trust wind up Items that may be reclassified subsequently to profit or loss: Net fair value loss on hedging instruments entered into for cash flow hedges Exchange differences on translatingforeign operations Other comprehensive income for theperiod, net of tax TOTAL COMPREHENSIVE INCOME FOR THE PERIOD Attributable to: Owners of the parent Non-controllinginterest Earnings per share Basic 6 Diluted 6		13,048 (615) (612) 712
	15,780
	(22)
	(3,026)
	(146)
	(3,194)	(515)
	12,586	12,533
		12,526 7
	12,574
	12
	12,586	12,533
	FY17 cents per share	FY16 cents per share
		4.57 4.57
	4.39
	4.39

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 7

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2017

	FY17	FY16
Note	$’000	$’000
ASSETS
Cash and cash equivalents 3 Trade and other receivables Loans and advances 4 Current tax receivable Other financial assets Derivative financial asset Plant and equipment Other assets Deferred tax assets Investments in joint ventures Intangible assets LIABILITIES Trade and other payables Current tax payable Interest-bearing liabilities 5 Other financial liabilities Derivative financial liabilities Other liabilities Deferred tax liabilities Lease incentives Provisions NET ASSETS EQUITY Share capital Reverse acquisition reserve 7 Total issued capital General reserves Retained earnings Equity attributable to owners of the parent Non-controllinginterest	187,109	161,494 3,082 5,245,317 - 443 45,998 930 5,080 4,828 1,173 1,331
	7,674
	6,642,988
	105
	62,449
	7,297
	1,351
	3,503
	-
	-
	22,296
	6,934,772	5,469,676
		23,062 2,022 5,349,193 - 5,214 4,321 - - 3,528
	38,345
	-
	6,708,755
	28,328
	4,384
	2,792
	5,716
	100
	5,144
	6,793,564	5,387,340
	141,208	82,336
		134,157 (70,189)
	174,762
	(61,541)
	113,221	63,968 42 18,329
	(3,158)
	31,136
	141,199	82,339 (3)
	9
	141,208	82,336

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 8

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED JUNE 2017

			Share capital	Reverse acquisition reserve1	Total issued capital	General reserves	Retained earnings	Attributable to owners of the parent	Non- controlling interest	Total equity
			$’000	$’000	$’000	$’000	$’000	$’000	$’000	$’000
Balance at 1 July 2015			134,157	(70,189)	63,968	(410)	6,255	69,813	(10)	69,803
Profit after tax			-	-	-	-	13,041	13,041	7	13,048
Other comprehensive income, net of income tax			-	-	-	452	(967)	(515)	-	(515)
Total comprehensive income for the period			-	-	-	452	12,074	12,526	7	12,533
Balance at 30 June 2016			134,157	(70,189)	63,968	42	18,329	82,339	(3)	82,336
Balance at 1 July 2016			134,157	(70,189)	63,968	42	18,329	82,339	(3)	82,336
Profit after tax			-	-	-	-	15,768	15,768	12	15,780
Other comprehensive income, net of income tax			-	-	-	(3,200)	6	(3,194)	-	(3,194)
Total comprehensive income for the period			-	-	-	(3,200)	15,774	12,574	12	12,586
Fair value of consideration on acquisition of Homeloans Limited			40,605	8,648	49,253	-	-	49,253	-	49,253
Payment of dividends			-	-	-	-	(2,967)	(2,967)	-	(2,967)
Balance at 30 June 2017			174,762	(61,541)	113,221	(3,158)	31,136	141,199	9	141,208

1 As a result of reverse acquisition accounting, a new equity account was created as a component of equity. This account called ‘Reverse acquisition reserve’ is similar in nature to share capital. The Reverse acquisition reserve

is not available for distribution. This equity account represents a net adjustment for the replacement of the legal parent’s (Homeloans) equity with that of the deemed acquirer (RESIMAC).

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 9

FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF CASH FLOWS AS AT 30 JUNE 2017

	FY17	FY16
Note	$’000	$’000
Cash flows from operating activities Interest received Interest paid Receipts from loan fees and other income Payments to suppliers and employees Payments of net loans to borrowers Income taxpaid Net cash flows used in operating activities Cash flows from investing activities Proceeds from sale of investment securities Payment for plant and equipment Repayment of loans from /(to) related parties Cash acquired on acquisition of business Proceeds from sale of share injoint ventures Net cashprovided by/(used in) investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Swap payments Payment of dividends Net cashprovided by financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at the beginning of the year Effects of exchange rate changes on cash balances held in foreign currencies Cash and cash equivalents at the end of theperiod 3		254,805 (166,930) 16,414 (71,357) (778,692) (4,378)
	292,965
	(189,023)
	44,976
	(117,860)
	(1,230,045)
	(7,491)
	(1,206,478)	(750,138)
		2,047 (1,068) (3,090) - -
	-
	(402)
	11,820
	10,345
	2,253
	24,016	(2,111)
		10,987,964 (10,255,731) (1,273) -
	20,016,927
	(18,803,223)
	(1,089)
	(5,118)
	1,207,497	730,960
		(21,289) 181,844 939
	25,035
	161,494
	580
	187,109	161,494

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 10

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS SEGMENT INFORMATION FOR THE YEAR ENDED 30 JUNE 2017

The following is an analysis of the Group’s revenue and results by reportable operating segment:

Revenue from external customers	AUSTRALIAN LENDING FY17FY16 $'000$'000 299,013 236,401 299,013 236,401 26,787 22,656 (731) (759) (1,241) (1,982) (3,662) (3,146) 21,153 16,769	NEW ZEALAND LENDING FY17 FY16 $'000$'000 12,092 12,340 12,092 12,340 1,914 57 (13) (32) (92) (170) (110) (127) 1,699 (272)	PAYWISE FY17FY16 $'000 $'000 4,174 3,965 4,174 3,965 471 394 (301) (388) -- -- 170 6	CONSOLIDATED	CONSOLIDATED
	FY17 $'000	FY17 $'000	FY17 $'000	FY17 $'000	FY16 $'000
					252,706
	299,013	12,092	4,174	315,279
Total segment revenue	299,013	12,092	4,174	315,279	252,706
Segment results before tax, depreciation, amortisation, finance costs and impairment Depreciation and amortisation Loan impairment Finance costs Segment results before tax Income tax expense PROFIT AFTER TAX					23,107 (1,179) (2,152) (3,273)
	26,787	1,914	471	29,172
	(731)	(13)	(301)	(1,045)
	(1,241)	(92)	-	(1,333)
	(3,662)	(110)	-	(3,772)
	21,153	1,699	170	23,022	16,503 (3,455)
				(7,242)
				15,780	13,048

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 11

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS SEGMENT INFORMATION FOR THE YEAR ENDED 30 JUNE 2017

The following is an analysis of the Group’s assets and liabilities by reportable operating segment:

Segment assets Segment liabilities Tax liabilities NET ASSETS	AUSTRALIAN LENDING FY17 FY16 $'000$'000 6,662,963 5,267,251 6,662,9635,267,251 (6,525,033) (5,189,885) -- (6,525,033) (5,189,885) 137,930 77,366	NEW ZEALAND LENDING FY17 FY16 $'000$'000 256,201196,659 256,201196,659 (247,594) (189,817) - - (247,594) (189,817) 8,6076,842	PAYWISE FY17 FY16 $'000$'000 15,6085,766 15,6085,766 (15,016) (5,616) -- (15,016) (5,616) 592150	CONSOLIDATED	CONSOLIDATED
	FY17 $'000	FY17 $'000	FY17 $'000	FY17 $'000	FY16 $'000
					5,469,676
	6,662,963	256,201	15,608	6,934,772
	6,662,963	256,201	15,608	6,934,772	5,469,676
					(5,385,318) (2,022)
	(6,525,033)	(247,594)	(15,016)	(6,787,643)
	-	-	-	(5,921)
	(6,525,033)	(247,594)	(15,016)	(6,793,564)	(5,387,340)
	137,930	8,607	592	141,208	82,336

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 12

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS KEY NUMBERS FOR THE YEAR ENDED 30 JUNE 2017

1. Income

1. Income
	FY17	FY16
	$’000	$’000
Interest
Loans and advances Bank deposits Interest received – other persons/corporations Discount unwind on net present value of trail commission Interest expense - other Fee and commission Mortgage origination Loan management Salary packaging Vehicle financing commission Net loan fees Other Share of profit from joint ventures	276,578	247,328 3,094 - - (9,264)
	2,194
	5,615
	3,121
	(8,678)
	278,830	241,158
		488 494 2,897 2,229 3,168
	11,718
	11,778
	2,858
	2,425
	3,305
	32,084	9,276
		1,530 742
	4,365
	-
	315,279	252,706

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 13

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS KEY NUMBERS FOR THE YEAR ENDED 30 JUNE 2017

2. Expenses

	FY17	FY16
	$’000	$’000
Interest
Debt securities on issue Payable to warehouse provider Discount on unwind on net present value of trail commission Fair value movement on interest rate swaps Amortisation – bond issue costs Payable to bondholders Other Fee and commission Mortgage origination Loan management Other financingcosts Employee benefits Remuneration, bonuses and on-costs Superannuation Other Marketing, consultancy and IT Occupancy-related Depreciation Other Loan impairment	183,426	164,123 - - 1,273 3,814 - 2,561
	3,169
	1,838
	1,077
	4,122
	187
	2,469
	196,288	171,771
		- 10,574 3,273
	9,843
	17,481
	3,772
	31,096	13,847
		26,175 2,118
	33,931
	2,746
	36,677	28,293
		11,560 2,112 1,179 5,288
	14,888
	3,463
	1,046
	7,465
	26,862	20,139
		2,153
	1,334
	292,257	236,203

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 14

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS KEY NUMBERS FOR THE YEAR ENDED 30 JUNE 2017

3. Cash and cash equivalents

3. Cash and cash equivalents
	FY17	FY16
	$’000	$’000
Cash at bank and on hand	18,542	12,311
Cash collections account1 Restricted cash2	166,210	149,183 -
	2,357
	187,109	161,494

1 Cash collections account includes monies in the RMT Special Purpose Vehicles, RESIMAC securitisation trusts and Paywise on behalf of members in those Trusts and various clearing accounts. These funds are not available to Homeloans Limited for operational use.

• 2 Cash held in trust as collateral for the borrowing facilities with Westpac Institutional Bank for the Homeloans business. RESIMAC does not hold cash in trust.

4. Loans and advances

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Gross loans and advances Less: allowance for impairment	6,648,518 5,253,426 (5,530) (8,109)
	6,642,988 5,245,317

5. Interest-bearing liabilities

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Debt securities on issue Corporate debt facility Issuance facilities Loans from related parties Lease liability	6,594,908 5,274,093 20,000 19,000 83,442 44,085 9,795 11,950 610 65
	6,708,755 5,349,193

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 15

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CAPITAL FOR THE YEAR ENDED 30 JUNE 2017

6. Earnings per share

6. Earnings per share
	FY17	FY16
Profit attributable to ordinary equity holders of the parent ($'000)	15,780	13,048
WANOS1used in the calculation of basic EPS (shares, thousands) WANOS1used in the calculation of diluted EPS(shares, thousands) Earnings per share Basic (cents per share) Diluted(centsper share)		285,439 285,439
	359,285
	359,285
		4.57 4.57
	4.39
	4.39

In accordance with specific guidance provided in AASB 3 Business Combinations, the weighted average number of shares (WANOS[1] ) outstanding has been calculated as follows:

Twelve months to 30 June 2017

The number of ordinary shares issued by:

• Homeloans to RESIMAC shareholders from 1 July 2016 to 24 October 2016 (90,715,012)

The number of RESIMAC shares on issue of 22,230,489 multiplied by the exchange ratio established in the acquisition agreement of 12.84 multiplied by ratio of days outstanding (116/365); plus

 RESIMAC from 25 October 2016 to 30 June 2017 (268,570,090)

The number of Homeloans shares on issue (393,687,080) multiplied by the ratio of days outstanding (249/365).

Twelve months to 30 June 2016 (285,439,479)

The number of RESIMAC ordinary shares on issue by RESIMAC of 22,230,489 multiplied by the exchange ratio of 12.84.

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 16

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS GROUP STRUCTURE FOR THE YEAR ENDED 30 JUNE 2017

7. Acquisition of subsidiary

7.1 Merger of Homeloans Limited and RESIMAC Limited

7.1.1 Impact of the merger on the financial report

On 13 October 2016, Homeloans, a listed company completed a merger with RESIMAC, an unlisted company. In accordance with accounting standards, this merger has been accounted for as a reverse acquisition with RESIMAC being deemed the parent entity for accounting purposes.

On 25 October 2016, Homeloans completed the legal acquisition of RESIMAC and its controlled subsidiaries by acquiring 100% of the share capital of RESIMAC in exchange for shares in Homeloans. Following the issue of new shares to RESIMAC, Homeloans now has 393,687,081 shares on issue and RESIMAC pre-acquisition shareholders have voting rights of 72.5%. The acquisition is expected to deliver significant benefits including revenue and cost synergies.

The impact of this is:

• the results for the financial year ended 30 June 2017 reflect RESIMAC only for the period 1 July 2016 to 12 October 2016 and the newly formed combined Homeloans Group results of RESIMAC, as well as Homeloans for the period 13 October 2016 to 30 June 2017; and

• the comparative results for the financial year ended 30 June 2016 reflect RESIMAC only for that period.

Accordingly, under the terms of the merger:

• Homeloans became the legal parent of RESIMAC; and

• RESIMAC became the legal subsidiary of Homeloans.

7.1.2 Reverse acquisition reserve

As a result of reverse acquisition accounting, a new equity account was created as a component of equity called ‘Reverse acquisition reserve’. This account is similar in nature to share capital and is not available for distribution. This equity account represents a net adjustment for the replacement of the legal parent’s equity with that of the deemed acquirer.

7.2 Summary of acquisition

A summary of the acquisition is as follows:

A summary of the acquisition is as follows:
	$’000
Equity consideration Fair value of identifiable net assets acquired Reported at HY17 Subsequent measurement ofprovision Reported at 30 June 2017 Goodwill arising on acquisition	49,253 28,271 (350) 27,921 21,332

7.3 Contribution of Homeloans to revenue and net profit before tax

From the date of acquisition, Homeloans has contributed to $34,126,031 of revenue and $1,441,727 to the net profit before tax of the Group.

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 17

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS GROUP STRUCTURE FOR THE YEAR ENDED 30 JUNE 2017

7. Acquisition of subsidiary (cont.)

7.4 Goodwill impairment testing

Subsequent to the acquisition accounting, goodwill has been subject to an impairment test for the period ended 30 June 2017. This will be undertaken at least annually, or if and when there are indicators that goodwill may be impaired.

7.5 12 month measurement period

The accounting standards provide a measurement period for the acquisition accounting of up to 12 months following the acquisition date. This acknowledges the time required to gain access to and consolidate information for both entities and to make certain valuations as at the acquisition date.

7.5.1 Subsequent measurement of contingent liability

The initial accounting for the provision of a contingent liability as part of the reverse acquisition was incomplete at 31 December 2016 half-year and thus was determined provisionally. Due to better information being obtained during this measurement period, management have increased this contingent liability by $500,000 pre-tax ($350,000 after tax).

Final values are reported in this financial report.

HOMELOANS LIMITED PRELIMINARY FINAL REPORT 2017 18